8-K: Longevity Health Delisted from Nasdaq, Moves to OTC

Longevity Health Holdings, Inc. has been delisted from the Nasdaq Capital Market and its securities have commenced trading on the OTC marketplace due to a listing rule deficiency.

Summary

• Longevity Health Holdings, Inc. received notice on September 10, 2025, from Nasdaq regarding its failure to cure a previously reported deficiency related to Nasdaq Listing Rule 5550(b)(2).
• As a result, Nasdaq determined to delist the company's securities from the Nasdaq Capital Market.
• Effective September 12, 2025, the company's common stock and warrants ceased trading on Nasdaq and began trading publicly on the over-the-counter markets operated by OTC Markets Group, Inc. (OTC).
• Management states that the transition to the OTC marketplace is not expected to affect the company's operations.
• The company will continue to file periodic and other required reports with the U.S. Securities and Exchange Commission (SEC).
• Management believes the OTC marketplace will continue to provide liquidity for stockholders during this transitional period.
• The company intends to continue pursuing its previously disclosed merger with True Health Inc. and aims to relist the combined company's securities on Nasdaq in the future.

Sentiment

Score: 2

Explanation: The delisting from Nasdaq is a significant negative event, reflecting a failure to meet listing requirements. While management expresses intent to continue operations, pursue a merger, and relist, these are forward-looking statements with inherent uncertainties. The immediate impact on liquidity and investor confidence is negative.

Positives

• Management asserts that the delisting is not expected to affect the company's operations.
• The company will continue to file all required reports with the SEC, maintaining transparency.
• Management believes the OTC marketplace will provide continued liquidity for stockholders.
• The company remains committed to pursuing its merger with True Health Inc. and intends to seek relisting on Nasdaq for the combined entity.

Negatives

• The company was delisted from the Nasdaq Capital Market due to a failure to cure a deficiency with Nasdaq Listing Rule 5550(b)(2).
• Trading on the OTC marketplace typically involves reduced liquidity and investor visibility compared to a major exchange like Nasdaq.
• Delisting can negatively impact investor confidence and the company's ability to attract new capital.

Risks

• The delisting from Nasdaq may lead to decreased liquidity and a wider bid-ask spread for the company's securities on the OTC marketplace.
• Failure to meet Nasdaq listing rules indicates potential underlying operational or governance issues that could persist.
• The company's ability to successfully complete the merger with True Health Inc. and subsequently relist on Nasdaq is subject to significant uncertainties and may not occur.
• Forward-looking statements regarding continued operations, OTC liquidity, and future relisting involve risks and uncertainties, as detailed in the company's Annual Report on Form 10-K and other SEC filings.

Future Outlook

Management anticipates that the delisting will not impact company operations and expects the OTC marketplace to provide sufficient liquidity. The company remains committed to its merger with True Health Inc. and intends to pursue relisting on Nasdaq for the combined entity.

Management Comments

• The transition to the OTC marketplace is not expected to affect the Company's operations.
• The Company believes that the OTC marketplace will continue to provide liquidity for stockholders during this transitional period.
• It remains the intention of the Company to continue to pursue the previously disclosed merger with True Health Inc., as well as the listing of the combined company's securities on Nasdaq.

Industry Context

Delisting from a major exchange like Nasdaq to the OTC market is generally viewed negatively by the investment community, often signaling financial or operational distress or a failure to meet governance standards. While some companies successfully navigate the OTC market, it typically results in reduced investor interest and liquidity compared to national exchanges. The stated intent to merge and relist suggests a strategic effort to regain market credibility, but this path is often challenging.

Stakeholder Impact

• Shareholders: Will experience reduced liquidity and potentially lower stock valuation due to trading on the OTC market, and may face challenges in selling shares.
• Potential Merger Partner (True Health Inc.): The delisting could complicate or delay the merger process, potentially impacting the terms or feasibility of the transaction.
• Employees: While operations are stated to be unaffected, delisting can sometimes lead to uncertainty regarding the company's long-term stability.

Next Steps

• Continue to file periodic and other required reports with the SEC.
• Pursue the previously disclosed merger with True Health Inc.
• Seek the listing of the combined company's securities on Nasdaq.

Key Dates

Recommendation

The delisting from Nasdaq due to a listing rule deficiency is a severe negative event, typically leading to reduced liquidity, investor confidence, and potential valuation erosion. While management expresses intent to pursue a merger and relist, these are highly speculative future events. A seasoned investor would likely de-risk from a delisted security given the immediate negative impact and the significant uncertainty surrounding future recovery plans.

Keywords

Delisting, Nasdaq, OTC Markets, Longevity Health Holdings, True Health Inc., Merger, SEC Filing, Listing Rule 5550(b)(2)